Pursuit Attractions sets new executive severance plan and updates bylaws
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Rhea-AI Filing Summary
Pursuit Attractions and Hospitality, Inc. reported that its board approved a new Executive Severance Plan covering key leaders, including President and CEO David Barry and CFO Michael “Bo” Heitz, and simultaneously adopted amended and restated bylaws effective immediately.
Under the plan, if Mr. Barry has a qualifying termination, he is eligible for a lump-sum cash severance equal to 24 months of base salary, a prorated bonus based on actual performance, and up to 24 months of COBRA premium payments, with enhanced bonus benefits if the termination occurs in connection with a change in control. Mr. Heitz, as a Tier 2 executive, would generally receive 12 months of salary continuation, a prorated performance bonus, and up to 12 months of COBRA premiums, with larger lump-sum salary and bonus amounts and up to 18 months of COBRA during a change in control period.
The new bylaws give the board more flexibility over meeting timing and remote-only meetings, tighten procedures and disclosures for stockholder nominations and proposals, and adopt Delaware and federal forum selection provisions for certain corporate and Securities Act claims.
8-K Event Classification
FAQ
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What did Pursuit Attractions and Hospitality, Inc. (PRSU) announce in this 8-K?
The company reported that its board approved a new Executive Severance Plan for certain officers, including the CEO and CFO, and adopted amended and restated bylaws that immediately replace the prior bylaws.
How does the new executive severance plan affect PRSU CEO David Barry?
As a Tier 1 Covered Employee, if Mr. Barry has a qualifying termination, he is eligible for a lump-sum cash severance equal to 24 months of base salary, a prorated annual bonus based on actual performance, and up to 24 months of COBRA premium payments, with the bonus component changing to two times his target annual bonus if the termination occurs in a defined change in control period.
What severance protections does PRSU CFO Michael "Bo" Heitz receive under the plan?
As a Tier 2 Covered Employee, Mr. Heitz would generally receive salary continuation equal to 12 months of base salary, a prorated annual bonus based on actual performance, and up to 12 months of COBRA premiums after a qualifying termination, increasing to a lump sum equal to 18 months of salary, a cash payment equal to 100% of his target annual bonus, and up to 18 months of COBRA premiums if the termination occurs in the change in control period.
Are severance benefits under PRSU's Executive Severance Plan automatic for covered executives?
No. The receipt of benefits under the Executive Severance Plan is conditioned on the applicable executive’s execution and non-revocation of a release of claims in favor of the company.
What are the key changes in PRSU's amended and restated bylaws?
The Restated Bylaws allow the board to set the date and time of annual meetings, permit stockholder meetings to be held solely by remote communication, update procedures and disclosure requirements for stockholder director nominations and certain proposals, and introduce exclusive forum provisions for specified Delaware corporate law and Securities Act claims.
How do PRSU's new bylaws address the SEC Universal Proxy Rules?
The Restated Bylaws update mechanics around stockholder nominations to address Rule 14a-19 Universal Proxy Rules, including giving the company a remedy if a stockholder does not meet certain rule requirements and requiring stockholders intending to use those rules to provide reasonable evidence of compliance at least five business days before the meeting.
What forum selection provisions did PRSU add to its bylaws?
The Restated Bylaws provide that, unless the company consents otherwise, the Delaware Court of Chancery (or, if it lacks subject matter jurisdiction, the federal district court in Delaware) is the exclusive forum for certain corporate law claims, and that the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2025, the Board of Directors (the “Board”) of Pursuit Attractions and Hospitality, Inc. (the “Company”) approved and adopted the Pursuit Attractions and Hospitality, Inc. Executive Severance Plan (the “Severance Plan”), pursuant to which certain of the Company’s executive officers will be eligible to receive certain severance and/or change in control benefits, and which supersedes and replaces all prior executive severance plans and policies maintained by the Company. David Barry, the Company’s President and Chief Executive Officer, has been designated a Tier 1 Covered Employee under the Severance Plan, and Michael “Bo” Heitz, the Company’s Chief Financial Officer, has been designated a Tier 2 Covered Employee under the Severance Plan, along with certain members of the Company’s leadership team.
The Company and Mr. Barry entered into a participation agreement under the Severance Plan (the “Barry Participation Agreement”), which, together with the Severance Plan, supersedes the Amended and Restated Severance Agreement, entered into as of October 20, 2024, by and between the Company and Mr. Barry. As a Tier 1 Covered Employee, if the Company terminates Mr. Barry’s employment without “cause” or if Mr. Barry resigns for “good reason” (each as defined in the Severance Plan or in the Barry Participation Agreement) (a “Qualifying Termination”), under the Severance Plan, Mr. Barry will be entitled to receive (i) cash severance in a lump sum equal to 24 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 24 months. In the event of a Qualifying Termination that occurs within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the Severance Plan) (the “Change in Control Period”), Mr. Barry would be entitled to receive the above benefits under the Severance Plan but in lieu of (ii), would receive a cash payment equal to two times his target annual bonus for the calendar year in which such Qualifying Termination occurs. In addition, if Mr. Barry’s employment terminates due to his death or “disability” (as defined in the Severance Plan), he or his estate or beneficiaries will receive the benefits set forth above for a Qualifying Termination outside of the Change in Control Period, subject to the release requirement noted below.
As a Tier 2 Covered Employee, if Mr. Heitz experiences a Qualifying Termination, under the Severance Plan, Mr. Heitz will be entitled to receive (i) cash severance, in the form of salary continuation payments, equal to 12 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 12 months. In the event of a Qualifying Termination that occurs within the Change in Control Period, Mr. Heitz would instead be entitled to receive (i) cash severance in a lump sum equal to 18 months of his then-current base salary, (ii) a cash payment equal to 100% of his target annual bonus for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 18 months. Mr. Heitz and the Company entered into a standard participation agreement under the Severance Plan in substantially the form attached thereto as Exhibit A.
The receipt of all benefits under the Severance Plan is subject to the applicable executive’s execution and non-revocation of a release of claims in favor of the Company.
The foregoing descriptions of the Severance Plan and the Barry Participation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Severance Plan and the Barry Participation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2025, the Board approved and adopted amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately. Among other things, the amendments effected by the Restated Bylaws:
The foregoing description of the changes contained in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
3.1 |
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Amended and Restated Bylaws of Pursuit Attractions and Hospitality, Inc., dated as of December 4, 2025 |
10.1 |
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Pursuit Attractions and Hospitality, Inc. Executive Severance Plan and Form of Participation Agreement |
10.2 |
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Participation Agreement, dated December 9, 2025, between Pursuit Attractions and Hospitality, Inc. and David Barry |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Pursuit Attractions and Hospitality, Inc. |
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(Registrant) |
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Date: |
December 10, 2025 |
By: |
/s/ Michael L. Bosco |
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Michael L. Bosco |
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Title: |
Chief Accounting Officer |